Proposal for Amending the Agenda For The Annual Shareholders Assembly

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Pursuant to Article 28, Paragraph 3, Article 29 and Article 40, Paragraph 1, Item 5 of the Articles of Association of "Sojaprotein" Joint- Stock Company for Processing Soy Bečej, dated June 29, 2012, as well as Article 365 of the Law on Companies ("Official Gazette of the Republic of Serbia" Nos. 36/2011 and 99/2011), the Supervisory Board of "Sojaprotein" A.D Bečej, hereby publishes

 

NOTICE

FOR THE ANNUAL SHAREHOLDERS' ASSEMBLY OF "SOJAPROTEIN" A.D BEČEJ

        

1. An Annual Shareholders' Assembly of "Sojaprotein" Joint- Stock Company for Processing Soy Bečej is hereby convened to be held on June 29, 2017 within the premises of "Sojaprotein" AD in Bečej, Industrijska No.1, starting at 12pm.

2. The following Agenda is hereby proposed for the Assembly of "Sojaprotein" A.D:

     1 . Choosing the President of the Assembly, determining a Voting Committee;

     2.  Adopting Minutes from the previous Assembly meeting of "Sojaprotein" A.D Bečej;

     3.  Making a decision on the adoption of:

•           a Report on Operations;
•           a Financial Statement for "Sojaprotein" A.D Bečej for the 2016 business year with the Auditor's Report and the Consolidated Financial Statements for "Sojaprotein" A.D Bečej for the 2016 business year with the Auditor's Report;
•           a Report from the Supervisory Board

 

     4.  Making a decision on the manner of covering losses;

     5.  Adopting a decision on the appointment of an auditor for the audit of the financial statements for "Sojaprotein" A.D Bečej for 2017.

     6.  Making a decision on releasing from duty and appointing members to the Supervisory Board.

     7.  Adopting a Decision on Amendments and Addendums to the Articles of Association of "Sojaprotein" A.D. Bečej

          Proposal for Amending the Agenda For The Annual Shareholders Assembly

    

3. All shareholders who are on June 19, 2017, i.e., on the tenth day prior to the meeting (Shareholders' day), registered in the unified register of shareholders with the Central Securities Depository and Clearing House, have the right to participate at the meeting. The shareholders shall be determined according to an extract from the unified register of shareholders with the Central Securities Depository and Clearing House.

 

4. On the day of this Notice, the total number of shareholders with voting rights at the Assembly Meeting according to all items on the Agenda are: 13,793,133 (the total number of shares with the right to vote is 14,895,524 , own shares do not have the right to vote at the meeting and there are 1,102,391 of those). Decisions on all items on the Agenda are adopted by a simple majority of present shareholders with the right to vote.

5. All owners of shares and proxies with at least 13,793 shares have the right to direct participation and decision-making at the Meeting. Shareholders who individually have less than 13,793 shares, but collectively more than that number, may appoint a proxy in order to exercise their right to vote and participate in the decision-making at the Assembly.

6. The shareholders' right to participate in the Meeting, exercised either in person or by proxy, includes:

 a) Presence at the Meeting - shareholders and their proxies who are in attendance are identified by examining their ID cards, or other photo identification, on the spot; b) Proposing amendments to the Agenda - the right of one or more shareholder holding at least 5% of voting rights, or 689,657 shares, to submit to the Supervisory Board a written, reasoned proposal of amendments to the Agenda, with information on the applicants, at least 20 days prior to the meeting; c) Posing questions to Supervisory Board members - only those relating to items on the Agenda; d) Voting on issues on the Agenda. 

 

7. One or more shareholders, either in person or via proxy, with more than 13,793 shares with voting rights, may participate in the work of the Shareholders' Assembly. Two or more shareholders who individually have less than the aforementioned number of shares, but collectively more than that number, may appoint a proxy in order to exercise their right to vote and participate in the decision-making of the Assembly. A shareholders' proxy cannot be a person who is a controlling shareholder of the Company or is an individual controlled by the controlling shareholder or a director or a member of the Supervisory Board, or an individual who has that capacity in another company which is the controlling shareholder of the Company or in a company which is controlled by the controlling shareholder or an employee of the Company or an individual who has that capacity in another company which is the controlling shareholder of the Company or in a company controlled by the controlling shareholder or a person in accordance with Article 62 of the Law on Companies is considered a related person with the natural person referred to under Items 1) to 3), Paragraph 3, Article 345 of the Law on Companies, or an auditor of the Company or an employee employed with the entity doing the audit or an entity who has that capacity in another company which is the controlling shareholder of the Company or a company which is under control of the controlling shareholder. Power of attorney for representation at the Shareholders’ Assembly is given in written form and usually contains: first and last name of the shareholder; personal identification number and residence of the shareholder, if the shareholder is a domestic natural person; first and last name of the proxy, i.e., business name, company registration number and registered office of the shareholder is a domestic legal entity, first and last name of the proxy with all information which are relevant to the shareholder, number, type and class of shares for which the power of attorney is being granted. If a natural person is giving the authorization it does not need to be certified, only given in writing. The power of attorney may contain instructions or orders as to the exercise of their voting rights in which case the proxy shall act on them, if the power of attorney does not contain instructions, the proxy is entitled to vote conscientiously and in the best interest of the shareholder. The proxy is obliged to inform the shareholder, who has given him power of attorney, on voting at the Meeting. The power of attorney is given to the proxy and delivered to the registered office of the Company no later than 3 days prior to the Meeting.  Voting power of attorney may also be submitted electronically. An electronic power of attorney must be signed by an electronic signature in accordance with the law governing electronic signatures. The power of attorney is given for only one meeting and is valid for a repeated meeting of the Assembly, postponed due to lack of quorum, or for other reasons. The power of attorney shall be submitted to the following address: "Sojaprotein" A.D Becej, Industrijska No. 1, Bečej 21220. The power of attorney form has been published with this Notice and can be downloaded from the Company website ( www.sojaprotein.rs ).

 

8. A shareholder of the Company, who is entitled to participate in the Annual Shareholders' Assembly, shall be entitled to vote on any matter to be voted on at the Meeting by completing and sending the absentee voting form to the following address: "Sojaprotein" A.D Bečej, Industrijska No. 1 Bečej 21220, which must be received by the Company no later than two working days before the day of the Assembly Meeting, i.e., by June 27, 2017. In the event that a proxy or a representative of the shareholder is casting an absentee vote, the power of attorney shall be attached to the absentee voting form, or an extract from the competent registry. The absentee voting form has been published with this Notice and can be downloaded from the Company website ( www.sojaprotein.rs ). The signature of a shareholder of the Company who is a natural person, i.e., another individual signing a voting form on behalf of a shareholder who is a natural person, must be certified by a competent authority. When the shareholder is a legal entity, the signature of the authorized representative/proxy does not need to be certified, however the absentee voting form must contain the legal entity's stamp. Every shareholder who voted in absentia shall be deemed present at the Meeting and counted in the quorum when deciding on items on the Agenda for which he/she has cast his/her vote. His/her vote is added to the votes of the other shareholders who voted on relevant items on the Meeting's Agenda. The votes of shareholders who voted in absentia shall not be counted for the purposes of a quorum and majority voting in respect of those draft decisions on which the shareholder is not entitled to vote in accordance with the Law on Companies (exclusion of the right to vote). The absentee voting form can be downloaded here: from the Company's website ( www.sojaprotein.rs ).

9. A Meeting of the Annual Shareholders' Assembly of "Sojaprotein" Joint- Stock Company for Processing Soy Bečej shall be convened by the publishing of this Notice on the Company's website, www.sojaprotein.rs, without interruption until the day of the Assembly Meeting, by publishing on the website of the Business Registry Agency, and on the website of the Belgrade Stock Exchange. The shareholders shall not receive individual written Notices for the Assembly, but the shareholders are invited to attend the Annual Shareholders' Assembly on this occasion.

10. The shareholders may review the Agenda, with written documentation, in Bečej - in the business premises of "Sojaprotein" A.D Becej, Industrijska No. 1, and on the Company’s website www.sojaprotein.rs, starting from the publication of this Notice. Access shall be provided every workday from 10am - 4 pm.

11. This Notice is simultaneously a publication of information - Notifice of convening a meeting of the Annual Shareholders' Assembly of the Company pursuant to Article 65, Paragraph 2, Item 1 of the Law on the Capital Market.

                      

PRESIDENT OF THE SUPERVISORY BOARD

Branislava Pavlović